VII. Councils and Committees

1. Councils, Committees and Other Work Groups

Duties. Except as the Bylaws otherwise provide, the Board of Directors may delegate certain functions of CMS to councils, committees and other work groups whose charge, titles and duties shall be prescribed by direction of the Board of Directors. Council, committee and other work group members shall be Active Members of the Colorado Medical Society except as otherwise noted in these Bylaws or determined by the Board of Directors. The President and/or President-elect shall appoint members of councils, committees and other work groups with ratification by the Board of Directors. Wherever possible, membership on councils, committees and other work groups should represent specialty and geographic diversity. Due consideration must also be given to representation from the various sections.
Councils, committees and work groups shall submit recommendations concerning Society policy to the Board of Directors. Councils, committees and work groups shall communicate as needed to recommend and promote policies of CMS. All council, committee and work group activities shall be reported to the Board for information, policy action and transmittal to the House. No council, committee, or work group of CMS is authorized to act for or to bind CMS except on specific instruction by the Board of Directors.

Terms of Members.

Councils. Terms of council members shall be for two years. Members of councils shall be appointed by the President and/or President-elect and ratified by the Board of Directors and shall serve terms so arranged that one-half of the number of members of each council shall expire each year. The President shall appoint and the Board ratify members to fill vacancies for any unexpired term. There is no limit on the number of two-year terms a council member may serve.
Chairs and vice chairs shall be appointed annually by the President from among members of the councils. A chair may serve a maximum of four consecutive one-year terms unless an extension is ratified by a majority vote of the Board of Directors at the recommendation of the chief executive officer.

Committees and other work groups. Terms for committee and other work group members shall be for one year. Members of committees and other work groups shall be appointed by the President and/or President-elect and ratified by the Board of Directors. The President shall appoint and the Board ratify members to fill vacancies for any unexpired term. There is no limit on the number of one-year terms a committee or work group member may serve.
Chairs and vice chairs of committees and other work groups shall be appointed annually by the President from among members of the committees and work groups. A chair may serve a maximum of four consecutive one-year terms unless an extension is ratified by a majority vote of the Board of Directors at the recommendation of the chief executive officer.

Size of Councils, Committees and Work Groups. The size of councils, committees and other work groups shall be determined by the Board of Directors.

Council, Committee and Work Group Activities. The Board of Directors may create any number of councils, committees and work groups with specific instructions for activity. The permanent councils and committees and the charges given to them are as follows:

Council on Legislation. The Council shall represent CMS in all matters pertaining to federal, state and local legislation and legislative bodies. It shall promote the determined policies of CMS with regard to: a) all proposed or pending health-related legislation, and b) the formulation of rules and regulations of governmental agencies for implementation of existing laws. The Council shall seek advice and assistance from other appropriate Councils or Committees in arriving at policy recommendations. The Council on Legislation shall include the Legislative Chair and the Current President of the Colorado Medical Society Connection (formerly the Alliance). The CMS Council on Legislation shall include at least one voting member nominated by each component medical society willing to provide a member.

Council on Ethical and Judicial Affairs.The Council on Ethical and Judicial Affairs (“CEJA”) shall serve CMS to interpret the issues of medical ethics that may impact members of CMS by issuance of Opinions; assist in the interpretation of the Constitution, Bylaws and rules of CMS as needed; investigate general ethical conditions and all matters pertaining to the relations of physicians to one another or to the public, and make recommendations to the Board of Directors through the issuance of Reports or Opinions; and perform other duties outlined elsewhere in these Bylaws or assigned by the Board of Directors.

Bylaws Committee.With respect to the Articles of Incorporation, the Bylaws of CMS, and to amendments to the constitution and bylaws of component societies, this Committee shall a) be a fact finding and advisory body, b) make a continuing review of these matters, and c) report its recommendations to the Board of Directors. Every five years there shall be a review of Director Districts and Judicial Councilor Districts by the Bylaws Committee. The chair and members of this committee shall be appointed by the President and ratified by the Board of Directors. Members will serve staggered three-year terms and chairs may serve a maximum of four consecutive one-year terms.

The President, President-elect and Immediate Past President, because of the particular offices they hold, are automatically members of all councils, committees and other work groups. Such members are termed “ex officio” members. An ex officio member is not elected or appointed to a particular council, committee, task force or work group. When an ex officio member ceases to hold office, that person’s membership on the council, committee or other work group terminates, and the new holder of the office assumes the ex officio membership.

Unless other provisions are adopted, an ex officio member is a regular working member of a council, committee, or task force, is counted in determining the quorum, and has all the rights and responsibilities of any other member of the council, committee or task force, including the right to vote. One who is not expected to be a regular working member of the council, committee or task force should not be designated as an ex officio member, but should instead be made an invitee, advisory or consultant member. An invitee, advisory or consultant member has the right to attend meetings, participate in debate, and make motions, but is not counted in determining the quorum and does not have the right to vote.

The Board of Directors, councils, committees and work groups shall meet in open meetings, which any member of CMS and invited guests may attend. By majority vote of the voting members present at a meeting, an open meeting may be moved into executive session which shall be restricted to members of the official body and such others as the body shall determine.